Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara Mining Company Plc : Notice of AGM 2013 NOTICE TO THE ANNUAL GENERAL MEETING Notice is given to the shareholders of Talvivaara Mining Company Plc to the Annual General Meeting to be held on 2 May 2013 at 10.00 a.m. (Finnish time) in Helsinki at Finlandia Hall, Mannerheimintie 13 e, FI-00100 Helsinki, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 9.00 a.m. (Finnish time). A. Matters on the agenda of the Annual General Meeting At the Annual General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order 3. Election of persons to scrutinize the minutes and to supervise the counting of votes 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes 6. Presentation of the Financial Statements, the Board of Directors' Review and the Auditor's Report for the year 2012 · Review by the CEO 7. Adoption of the Financial Statements 8. Resolution on measures to be taken owing to the result of the financial period and the payment of dividend The Board of Directors proposes that no dividend is paid for 2012 and that the loss of the financial period is entered into the company's profit/loss account on the balance sheet. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors The Remuneration Committee proposes that the fee payable to the members of the Board of Directors for the term until the close of the Annual General Meeting in 2014 be as follows: Chairman of the Board of Directors: EUR 120,000/year, Deputy Chairman (Senior Independent Director): EUR 69,000/year, Chairmen of the Board Committees: EUR 69,000/year, other Non-Executive Directors: EUR 48,000/year and Executive Directors EUR 48,000/year. The remuneration of the Executive Directors is included in their base salary, and it is not paid out separately. To the extent a member of the Board has several positions, such member is entitled only to one (the highest) annual fee payable among such positions while the other fee(s) is/are forfeited. 11. Resolution on the number of members of the Board of Directors The Nomination Committee of the Board of Directors proposes to the Annual General Meeting that the number of the members of the Board of Directors is confirmed to be nine (9). 12. Election of members of the Board of Directors The Nomination Committee proposes to the Annual General Meeting of Shareholders that Mr. Tapani Järvinen, Mr. Pekka Perä, Mr. Graham Titcombe, Mr. Edward Haslam, Ms. Eileen Carr, Mr. Stuart Murray, Mr. Michael Rawlinson and Ms. Kirsi Sormunen be re-elected, and that Ms. Maija-Liisa Friman be elected as a new member to the Board. 13. Resolution on the remuneration of the Auditor The Audit Committee of the Board of Directors proposes that the Auditor be reimbursed according to the auditor's approved invoice. 14. Election of Auditor The Audit Committee of the Board of Directors proposes that authorised public accountants PricewaterhouseCoopers Oy be elected as Auditor. PricewaterhouseCoopers Oy has confirmed that in the event it is re-elected as auditor, the auditor with principal responsibility will be Ms. Ylva Eriksson. 15. Board's proposal for establishment of a Shareholders' Nomination Panel The Board of Directors proposes to the Annual General Meeting to establish a Shareholders' Nomination Panel to prepare proposals for the election and remuneration of the members of the Board of Directors to General Meetings. In addition, the Board of Directors proposes the adoption of the Charter of the Shareholders' Nomination Panel. According to the proposal, the Shareholders' Nomination Panel comprises of four members nominated by shareholders and the Chairman of the Board of Directors and one other member of the Board of Directors appointed by the Board. The Shareholders' Nomination Panel will elect a Chairman from amongst its members. The right to nominate the shareholder representatives lies with those four shareholders whose share of all the voting rights in the company is the largest on the last working day of September preceding the next Annual General Meeting. The largest shareholders are determined on the basis of the shareholders' register of the company held by Euroclear Finland Ltd. However, holdings by a shareholder who, under the Finnish Securities Market Act, has the obligation to disclose changes in shareholdings (flagging obligation) that are divided into several funds or registers, will be summed up when calculating the share of all the voting rights, provided that such shareholder presents a written request to that effect to the Chairman of the company's Board of Directors no later than on the penultimate working day of September preceding the Annual General Meeting. Should a shareholder not wish to use its nomination right, the right transfers to the next largest shareholder, who would otherwise not have a nomination right. 16. Board's proposal to amend article 8 of the Articles of Association The Board of Directors proposes that, should the Annual General Meeting resolve to establish a Shareholders' Nomination Panel referred to in section 15 above, the Annual General Meeting resolves to amend article 8 of the company's Articles of Association to correspond to the changes to be made to the duties of the Board Committees and the current practices applied by the company. Following the proposed amendment the article 8 would in its entirety read as follows: 8 § Committees The company has at least the following committees for which the Board of Directors will establish the number of members, the detailed tasks and terms of reference. a.The company shall have an audit committee consisting of at least three (3) members from amongst the members of the Board of Directors, with the task to supervise and develop the internal control of the company and to oversee the statutory audit and consider the independence, effectiveness and objectivity of the external auditors, including the nature and extent of non-audit services provided as well as advice and make recommendations to the Board of Directors and the shareholders' meeting on issues related thereto. b.The company shall have a nomination and governance committee consisting of at least three (3) members from amongst the members of the Board of Directors. The task of the nomination committee is, within its powers, to supervise and develop the nomination of new members of the Board of Directors and to oversee, review and, if necessary, develop company's policies and practices concerned with corporate governance and disclosure. c.The company shall have a remuneration committee consisting of at least three (3) members from amongst the members of the Board of Directors. The committee's task is to supervise, follow up and develop the remunerations paid to the management and to supervise, follow up and develop any other remuneration or reward system of the company. 17. Closing of the meeting B. Documents of the Annual General Meeting The proposals for the decisions on the matters on the agenda of the Annual General Meeting, this notice as well as the Financial Statements, the Board of Directors' Review and the Auditor's Report of Talvivaara Mining Company Plc are available on the company's website at www.talvivaara.com/investors/General_Meeting/agm-2013no later than 3 April 2013. The proposals for decisions and the other above-mentioned documents are also available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as from 16 May 2013. C. Instructions for the participants in the Annual General Meeting 1. Shareholders registered in the shareholders' register Each shareholder, who is registered on 19 April 2013 in the shareholders' register of the company held by Euroclear Finland Ltd., has the right to participate in the Annual General Meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the company. A shareholder, who is registered in the shareholders' register of the company and who wants to participate in the Annual General Meeting, shall register for the meeting no later than 26 April 2013 at 4.00 p.m. (Finnish time) by giving a prior notice of participation. The notice has to be received by the company before the end of the registration period. Such notice can be given: a.on the company's website www.talvivaara.com/home; b.by e-mail agm(at)talvivaara.com; c.by telefax +358 20 712 9801; or d.by regular mail to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor, Espoo, FIN-02170 Finland. In connection with the registration, a shareholder shall notify his/her name, personal identification number/Business ID, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to Talvivaara Mining Company Plc is used only in connection with the Annual General Meeting and with the processing of related registrations. The shareholder, his/her authorized representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation. 2. Holders of nominee registered shares A holder of nominee registered shares has the right to participate in the Annual General Meeting by virtue of such shares, based on which he/she on the record date of the Annual General Meeting, i.e. on 19 April 2013, would be entitled to be registered in the shareholders' register of the company held by Euroclear Finland Ltd. The right to participate in the Annual General Meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd. at the latest by 26 April 2013 by 10 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the Annual General Meeting. A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the company, the issuing of proxy documents and registration for the Annual General Meeting from his/her custodian bank. The account management organization of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the Annual General Meeting, into the temporary shareholders' register of the company at the latest by the time stated above. 3. Proxy representative and powers of attorney A shareholder may participate in the Annual General Meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the Annual General Meeting. When a shareholder participates in the Annual General Meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the Annual General Meeting. Possible proxy documents should be delivered in originals to Talvivaara Mining Company Plc, Ahventie 4 B, 5th floor, Espoo FIN-02170, Finland before the last date for registration. 4. Other instructions and information Pursuant to chapter 5, section 25 of the Companies Act, a shareholder who is present at the general meeting has the right to request information with respect to the matters to be considered at the meeting. On the date of this notice to the Annual General Meeting 25 March 2013, the total number of shares and votes in Talvivaara Mining Company Plc is 272,309,640 shares and votes. The Annual General Meeting will be held in the Finnish language, but questions can also be presented in the English language. Espoo 25 March 2013 TALVIVAARA MINING COMPANY PLC The Board of Directors Talvivaara Mining Company Plc : Notice of AGM 2013 ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: Talvivaaran Kaivososakeyhtiö Oyj via Thomson Reuters ONE HUG#1688014
Talvivaaran Kaivososakeyhtiö Oyj : Talvivaara Mining Company Plc : Notice of AGM 2013
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